Sample Business Contracts

Agent Representative Agreement - MedStrong International Corp. and Member Service Center Inc.

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                              DATED MARCH 3, 2003


THIS  AGREEMENT  is  entered  into  by  and  between   MedStrong   International
Corporation (MIC), a Delaware corporation,  with its principal office located at
500 Silver Spur Road,  Rancho  Palos  Verdes,  California,  and Member  Services
Center (MSC),  whose corporate office is situated at 20 Cabot  Boulevard,  Suite
203, Mansfield, MA 02048.

          1.   The purpose of this  Agreement  is to  summarize  the  agreements
               between  the  parties  and will have the  effect of a  Three-year
               Agreement between the parties.

          2.   The  contents  of this  Agreement  are the  product  of  previous
               discussions among the parties.

          3.   Purpose: To grant MSC the right, as agent, to represent,  promote
               and sell MIC's Member  Patient Data Quickly  (PDQ) brand  medical
               records  online  program,  to its  prospects and customers in the
               territories  identified  therein.  MIC is to be  MSC's  exclusive
               medical  records online  provider  during the three-year term and
               any renewal periods. Designation as the exclusive medical records
               online  provider  means  that MSC will  offer no other  competing
               program.  Further,  MSC shall use its best  efforts to induce its
               prospects  and  existing  clients  to  select/use  the Member PDQ
               product  as  a  part  of  the  MSC  roadside  assistance  program
               prospects or vehicle services agreement prospects.

          4.   Territory:  United States and Canada.  Other  territories  may be
               mutually agreed to in writing.

          5.   Program Marketing:

               MIC will  provide  MSC with PDQ  program  options  that  offer or
               provide tailored solutions to its varied and diverse prospect and
               client base.

               Agents:  MSC may  choose to  distribute  the  "Member  PDQ" basic
               medical  records online program (retail value of $19.95 per year)
               for a family of four, annually, in MIC's electronic format, which
               includes a late  breaking  daily health  newsletter,  and medical
               library  access,  based  on  agreed  pricing,  refer  to  item 6.
               Marketing can be conducted by MSC as follows:

               Direct link:  MSC may choose to have MIC provide a Member private
               label by  creating  its own MSC splash page with a direct link to
               MIC for actual customer service.

          6.   Member PDQ Price:

               (a)  Agent  price is one dollar  ($1.00) per unit,  comprised  of
                    storage and  retrieval of  electronic  application  for four
                    family  members  for a period of one year and $1.00 for each
                    renewal year thereafter. Single payment remittance.

               (b)  Vehicle service contract  business.  Agent price, one dollar
                    ($1.00) per unit for a family of four, regardless of term of
                    the service contract, based on single payment each month.

               (c)  Renewals.  MSC will  administer its own renewal  process and
                    pay MIC $1.00 per unit for each paid renewal.

          7.   Term and Termination:

               (a)  The initial term of the  Agreement  shall run from  February
                    14,  2003,  through  February  14,  2006.  Unless  otherwise
                    terminated pursuant to the terms hereof, the Agreement shall
                    automatically renew for additional one-year periods.

               (b)  Either party may terminate the Agreement,  without cause, at
                    the end of the initial  term or any  renewal  term by giving
                    written notice of such termination not less than ninety (90)
                    days prior to the end of such term.

               (c)  The  Agreement may be  terminated  immediately  upon written
                    notice as follows:

                   (i)   By mutual, written agreement of the parties.

                   (ii)  Material  breach  not cured  for a period  of 30 days
                         after  notice.

                   (iii) Either party files bankruptcy,  becomes insolvent or
                         makes a general assignment for the benefit of

          8.   MIC is a public  company and therefore must disclose all material
               developments  regarding  is  business.  Both MSC and MIC agree to
               release a mutually agreed news release announcing this agreement.



In Witness  Whereof,  this being the  Agreement  between the parties,  we hereby
execute this Agreement at 20 Cabot  Boulevard,  Suite 203,  Mansfield,  MA 02048
this 9th day of February, 2003.

MedStrong International Corporation

    Jerry Farrar, President

Member Services Center

    James G. Hoffman, Chief Executive Officer